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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: (Date of earliest event reported):
December 10, 1996
Commission File Number 1-5097
JOHNSON CONTROLS, INC.
(Exact name of registrant as specified in its charter)
Wisconsin 39-0380010
(State of Incorporation) (I.R.S. Employer
Identification No.)
5757 North Green Bay Avenue, P.O. Box 591, Milwaukee, WI 53201
(Address of principal executive office)
Registrant's telephone number, including area code
(414) 228-1200
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Item 5: OTHER EVENTS
On December 9, 1996, Johnson Controls, Inc. and Schmalbach-Lubeca
AG/Continental Can Europe (a member of the VIAG Group) announced that they had
signed a definitive agreement under which Schmalbach-Lubeca would purchase the
Plastic Container Division of Johnson Controls.
Closing is expected in January 1997 pending approval by U.S. and European
regulatory authorities.
Item 7: EXHIBITS
1. Press Release issued by the Registrant on December 9, 1996.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
JOHNSON CONTROLS, INC.
Date: December 10, 1996 By: /s/ John P. Kennedy
---------------------------
John P. Kennedy
Vice President, Secretary
and General Counsel
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[JOHNSON CONTROLS LETTERHEAD]
CONTACT: Dr. Martina Rudy For Immediate Release
Schmalbach-Lubeca AG December 9, 1996
(49) 2102-130-445
Glen L. Ponczak
Johnson Controls
414-228-2375
SCHMALBACH-LUBECA TO BUY JOHNSON CONTROLS PLASTIC CONTAINER DIVISION
RATINGEN, GERMANY AND MILWAUKEE, WISCONSIN, December 9, 1996...
Schmalbach-Lubeca AG/Continental Can Europe (a member of the VIAG Group) and
Johnson Controls, Inc. (NYSE: JCI) today announced that they have signed a
definitive agreement under which Schmalbach-Lubeca will purchase the Plastic
Container Division (PCD) of Johnson Controls.
PCD manufactures PET (polyethylene terephtalate) beverage and food
bottles in 27 locations in North America, Europe and South America. PCD's
annualized sales are approximately US$800 million/DM1.2 billion. The sale does
not include the Johnson controls Plastics Machinery Division.
Terms of the transaction were not disclosed. Closing is expected in
January 1997 pending approval by U.S. and European regulatory authorities.
Mr. Hanno Fiedler, Chairman and Chief Executive Officer of
Schmalbach-Lubeca, said, "The acquisition of PCD is an important step in
Schmalbach-Lubeca's globalization strategy. We will secure a major worldwide
position in the fast growing PET container segment and total sales for this
product line are expected to be approximately US$1.3 billion/DM 2 billion in
1997. PCD enables us to participate in the important North American market and
strengthens our established position in Europe. The combined quality and
technology leadership will help us to achieve future growth on a worldwide
basis."
-more-
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JOHNSON CONTROLS, INC.
December 9, 1996
Page 2
Johnson Controls stated that completion of the transaction would allow
it to avoid a secondary stock issuance which it had been considering to
partially finance the $1.35 billion acquisition of Prince, and automotive
interiors supplier, which was completed on October 1, 1996.
The Schmalbach-Lubeca/Continental Can Europe Group, headquartered in
Ratingen, has 12,600 employees in 18 countries involved with packaging and
closure systems and had 1996 sales of US$2.7 billion/DM 4.1 billion.
Johnson Controls is a major supplier of automotive seating and
interior systems, control systems and services for non-residential buildings,
plastic packaging and automotive batteries.
*****
Certain matters discussed in the news release are "forward looking statements"
as defined in the Private Securities Litigation Reform Act (PSLRA) of 1995,
which involved risks and uncertainties, and are subject to change based on
various important factors. Johnson Controls wishes to take advantage of the
"safe harbor" provisions of the PSLRA by cautioning that the completion of the
sale of PCD to Schmalbach-Lubeca is conditioned on receiving specified
approvals.
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